Corporation (AMEX: FES) ("First Empire") today announced
that Manufacturers and Traders Trust Company ("M&T Bank"),
its principal bank subsidiary, has entered into a definitive agreement
to acquire Central Trust Company, Rochester, N.Y., and Endicott Trust
Company, Endicott, N.Y., from Midlantic Corporation (NASDAQ: MIDL).
Upon consummation of the transaction, Central Trust Company and Endicott
Trust Company will be merged into M&T Bank.

Central Trust Company operates 30 branch offices in a 10-county area which is centered in and around Rochester and Monroe County, N.Y. Endicott Trust Company operates eight branch offices in Broome County, N.Y., predominantly in the Endicott-Binghamton area. At Dec. 31, 1991, Central Trust Company reported approximately $1.1 billion in assets and $1.0 billion in deposits, and Endicott Trust Company reported approximately $300 million of assets and $276 million of deposits.
M&T Bank will pay $111.1 million for the two banks, subject to a number of closing adjustments, including an adjustment for any net increase or decrease in the combined net worths of Central Trust Company and Endicott Trust Company from Sept. 30, 1991 through the closing date.
Based on the total assets of M&T Bank, Central Trust Company and Endicott Trust Company at Dec. 31, 1991, M&T Bank would have approximately $8.5 billion in assets and $6.9 billion in deposits following the merger. The consolidated assets of First Empire would total approximately $10.6 billion on the same basis.
Consummation of the merger is subject to a number of conditions, including approvals of the Federal Reserve Board and the New York State Banking Board. Subject to the satisfaction of all conditions, it is anticipated that the merger will be completed in mid-1992.
First Empire is headquartered in Buffalo, N.Y. and had consolidated total assets of approximately $9.2 billion at Dec. 31, 1991. In addition to Buffalo-based M&T Bank, First Empire's banking subsidiaries are The East New York Savings Bank (New York City) and The First National Bank of Highland (Highland, N.Y.).
-0- 2/24/92
/CONTACT: Gary S. Paul of First Empire State Corporation, 716-842-5130/
(FES) CO: First Empire State Corporation ST: New York IN: FIN SU: TNM

KK -- CL001 -- 1719 02/24/92 08:49 EST

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